VIRTUAL DOXX CORPORATION SOFTWARE LICENSE AGREEMENT June 15, 2012 VirtualLabels and VirtualDoxx are owned by Virtual Doxx Corporation. READ THE TERMS OF THIS AGREEMENT ('AGREEMENT') CAREFULLY BEFORE USING VIRTUALLABELS OR VIRTUALDOXX software. BY USING THIS SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS BY ENTERING A USERID AND PASSWORD ON THIS SCREEN. IF YOU DO NOT AGREE TO ALL THESE TERMS, YOU MUST EXIT NOW. 1. LICENSE TO USE. Virtual Doxx Corporation ('Virtual Doxx') grants you a non-exclusive, non-transferable, limited license to use VirtualLabels and VirtualDoxx software and documentation provided by Virtual Doxx (collectively 'Software'), ONLY if you are: (a) A prospective VirtualLabels and/or VirtualDoxx user who wishes to print less than 100 SAMPLE labels or other forms for the purpose of evaluating the suitability of VirtualLabels and/or VirtualDoxx for use within your organization, or (b) An authorized Virtual Doxx Dealer, Re-Seller, or Distributor ('Dealer') who has paid or issued a valid Purchase Order to set up an authorized VirtualLabels and/or VirtualDoxx account, or (c) A customer of the originating Virtual Doxx Dealer who has paid or issued a valid Purchase Order to set up an authorized VirtualLabels and/or VirtualDoxx account. 2. RESTRICTIONS. VirtualLabels and VirtualDoxx software is confidential and copyrighted. Title to Software and all associated intellectual property rights are retained by Virtual Doxx. You may not modify, decompile, de-encrypt, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Virtual Doxx. You may use Software on any computers owned by your company in any location worldwide. 3. Virtual Doxx disclaims any express or implied warranty of fitness for uses other than printing labels and forms, or tracking records and other assets. No right, title or interest in or to any trademark, service mark, logo, trade name, or Internet Domain name of Virtual Doxx or Virtual Doxx dealers is granted under this Agreement. 4. You acknowledge that Virtual Doxx is the owner of the Software and related documentation, that no title to or ownership of the Software or related documentation has or will be transferred to you or to any third person by reason of this Agreement, and that your rights with respect to the Software and related documentation are only as specifically set forth herein. You agree that the software and all other materials furnished hereunder are provided for your exclusive use for the purpose of this Agreement only and in no manner imply any ownership, proprietary, intangible, intellectual or other property rights on your part. You agree to take all reasonable precautions to maintain the confidentiality of the Software. You agree not to disclose confidential information about Software to others or to duplicate it in whole or in part, except as required for backup security storage. 5. VirtualLabels and VirtualDoxx are only to be used with approved Virtual Doxx Corporation label stock provided by the Virtual Doxx Dealer that originated the account, unless approved otherwise in writing. Using unauthorized labels is expressly disallowed by this agreement. Any such use of unauthorized labels is in violation of this agreement and grounds for termination. 6. LIMITED WARRANTY. Software is provided 'AS IS'. Your exclusive remedy and Virtual Doxx Corporation's entire liability under this limited warranty will be at Virtual Doxx's option to replace Software or refund the fee paid for remaining use of Software. 7. DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 3 ABOVE, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 8. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL VIRTUAL DOXX OR ITS LICENSEES OR DEALERS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF VIRTUAL DOXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will VIRTUAL DOXX'S liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for use of Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. 9. Fee. In consideration for the grant of the license and the use of the Software, Licensee agrees to pay the Virtual Doxx Dealer according to the terms of any Purchase Order or other agreement made with the the Dealer. 10. Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software and ceasing to use it. In the event this Agreement is terminated for any reason, you agree to return all proprietary information to Virtual Doxx and agree to erase from all computers and computer storage devices any image or copies of the Software. Your rights to the Software shall cease on termination of this Agreement, but the obligations of confidentiality shall continue after such termination. This Agreement will terminate immediately without notice from Virtual Doxx if you fail to comply with any provision of this Agreement. Virtual Doxx may terminate this Agreement immediately at any time, for any reason or no reason, including, but not limited to, Virtual Doxx's right to terminate. Virtual Doxx may terminate this agreement should any Software be, or in Virtual Doxx's opinion be likely to become, the subject of a claim of infringement of a patent, trade secret, copyright or other intellectual property right. You also agree that Virtual Doxx may disable your VirtualLabels and/or VirtualDoxx UserID and Password at any time for: - failure to pay for use of the software, or - breach of this agreement, or - termination of this agreement 11. Export Regulations. All Software and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you. 12. U.S. Government Restricted Rights. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor, then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions). 13. Governing Law. Any action related to this Agreement will be governed by the laws of the State of North Carolina and controlling U.S. Federal law. No choice of law rules of any jurisdiction will apply. 14. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 15. Integration. This Agreement is the entire agreement between you and Virtual Doxx relating to VirtualLabels and/or VirtualDoxx. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. For inquiries please contact: Virtual Doxx Corporation 819 Emory Drive Chapel Hill, NC 27517 Phone: (707) 570-5251 E-mail: info@virtualdoxx.com Copyright (C) 2012 Virtual Doxx Corporation www.virtualdoxx.com www.filelabel.com